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SUPPLEMENT NO. 3 DATED MARCH 31, 1996
TO THE PROSPECTUS OF
VALLEY FORGE CAPITAL HOLDINGS TOTAL RETURN FUND, INC.
DATED MARCH 28, 1995
This Supplement No. 3 is provided for the purpose of supplementing the
Prospectus of Valley Forge Capital Holdings Total Return Fund, Inc. (the
"Fund"). This Supplement No. 3 contains information regarding changes in the
composition of the Fund's Investment Committee. By mutual agreement among the
Marshall Plan, L.P. (the "Marshall Plan"), the Board of Directors of the Fund
and Valley Forge Advisors, Inc. ("Valley Forge Advisors"), the Marshall Plan
resigned as an Investment Advisor to the Fund, effective March 31, 1996. Valley
Forge Advisors will act as the sole Investment Advisor to the Fund. Frederick
A. Wolf and Nelson J. Kjos have joined Valley Forge Advisors as President and
Chief Investment Analyst, respectively. Mr. Wolf has over 19 years experience
as an equity portfolio manager to individuals, governments, corporations and
pension and profit sharing plans. Mr. Wolf is also President and Chief
Portfolio Manager for Valley Forge-Barrington, Ltd., an affiliate of the Fund.
Nelson Kjos, a registered investment advisor, has been a portfolio manager
since founding his own firm in 1967. Mr. Kjos is currently Chief Analyst and
Chairman of the TTI Investment Committee for Valley Forge-Barrington, Ltd. This
Supplement No. 3 expands upon, amends, modifies and supersedes certain
information contained in the Prospectus, Supplement No. 1 and Supplement No. 2
and must be read in conjunction therewith. The terms used herein shall have the
same meanings ascribed to such terms in the Prospectus.
